Legal Credit Addendum

LEGAL CREDIT ADDENDUM

This Legal Credit Addendum (the "Addendum") is made effective as of Effective Date: by and between Creditor Name: with principal address: and Debtor Name: with principal address: .

RECITALS

WHEREAS, the parties entered into a principal agreement identified as the Master Agreement or Sales Agreement dated Agreement Date: (the "Agreement"); and

WHEREAS, the parties desire to modify certain payment and credit terms applicable to purchases and invoicing under the Agreement by establishing a credit facility and related terms; and

WHEREAS, Creditor is willing to extend credit to Debtor on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Addendum, the following terms have the meanings set forth below. "Credit Facility" means the revolving or non-revolving line of credit described in Section 2. "Available Credit" means the Credit Limit less outstanding Advances. "Advance" means an extension of credit by Creditor to Debtor under this Addendum.

2. CREDIT FACILITY

Creditor agrees to make available to Debtor a Credit Facility subject to the terms of this Addendum. The Credit Facility shall be for the principal amount set forth below and shall be available for Advances in accordance with the Agreement and this Addendum.

3. AVAILABILITY; ADVANCES; DRAW PROCEDURE

Advances shall be requested by Debtor in writing or other agreed electronic transmission and shall be subject to Creditor's approval. Each Advance shall reduce Available Credit and shall be repaid in accordance with Section 4. Creditor may withhold an Advance if, in Creditor's reasonable judgment, (a) Debtor is in default under the Agreement or this Addendum, (b) any representation or warranty is inaccurate in any material respect, or (c) any Event of Default described in Section 9 exists or is reasonably likely to occur.

4. PAYMENT TERMS

Unless otherwise agreed in writing, all Advances are due and payable as follows: Net Days: days from invoice date. Debtor shall make all payments in immediately available funds to the account designated by Creditor. Payment shall be applied first to accrued interest and fees and then to principal.

5. SECURITY INTEREST; COLLATERAL

To secure Debtor's obligations under this Addendum and the Agreement, Debtor hereby grants to Creditor a continuing first priority security interest in the Collateral described below. Debtor shall execute and deliver financing statements and other instruments reasonably requested by Creditor to perfect and maintain such security interest.

6. INTEREST, FEES AND LATE CHARGES

Interest on outstanding Advances shall accrue at an annual rate of Interest Rate: % (per annum), calculated on a 365-day year basis. In addition to interest, Debtor shall pay a late charge equal to Late Fee: on any installment not paid within five (5) days after the due date, and reasonable collection costs, including attorneys' fees, incurred by Creditor to collect overdue amounts.

7. REPRESENTATIONS AND WARRANTIES

Debtor represents and warrants to Creditor that: (a) Debtor is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation; (b) the execution, delivery and performance of this Addendum have been duly authorized by all necessary action; (c) no Event of Default exists; and (d) the Collateral described herein is owned by Debtor free and clear of liens other than those permitted by Creditor in writing. Creditor represents that it has the requisite power and authority to enter into this Addendum.

8. COVENANTS

Until full payment and performance of all obligations, Debtor shall (a) preserve and maintain the Collateral, (b) not grant any lien or security interest in the Collateral to any third party without Creditor's prior written consent, (c) provide Creditor with financial statements and other information as reasonably requested, and (d) notify Creditor promptly upon the occurrence of any Event of Default.

9. EVENTS OF DEFAULT; REMEDIES

Each of the following constitutes an Event of Default: (a) Debtor's failure to pay any amount when due; (b) any representation or warranty is materially false or misleading when made; (c) Debtor becomes insolvent or a receiver, trustee, or similar officer is appointed for Debtor or its property; (d) Debtor violates any covenant in this Addendum. Upon the occurrence of an Event of Default, Creditor may, in addition to any other rights or remedies provided by law, declare all unpaid Advances and other obligations immediately due and payable and exercise rights and remedies with respect to the Collateral including repossession and sale.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Addendum shall be in writing and delivered to the addresses set forth below, or to such other address as either party may designate by notice in accordance with this Section. Notices shall be effective upon receipt when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

11. AMENDMENTS; WAIVER

This Addendum may be amended or modified only by a written instrument signed by both parties. Failure or delay by either party to exercise any right shall not constitute a waiver of that right, and a waiver shall be effective only if in writing and signed by the waiving party.

12. GOVERNING LAW

This Addendum shall be governed by and construed in accordance with the internal laws of the State of , without regard to its conflicts of law principles.

13. ENTIRE AGREEMENT

This Addendum, together with the Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral, relating to the Credit Facility.

14. SEVERABILITY

If any provision of this Addendum is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith a valid, legal and enforceable substitute provision that most nearly effects the parties' original intent.

15. COUNTERPARTS

This Addendum may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be binding.

16. ADDITIONAL TERMS

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